0001062993-15-005348 Sample Contracts

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 9th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia

Northern Dynasty Minerals Ltd. (“Northern Dynasty”) and Cannon Point have entered into an agreement (the “Arrangement Agreement”) dated August 31, 2015, pursuant to which Northern Dynasty will acquire all of the issued and outstanding securities of Cannon Point (the “Arrangement”). Capitalized terms used herein but which are not defined herein shall have the meanings set forth in the Arrangement Agreement.

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ARRANGEMENT AGREEMENT NORTHERN DYNASTY MINERALS LTD. - and - CANNON POINT RESOURCES LTD. August 31, 2015
Arrangement Agreement • October 9th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia

NORTHERN DYNASTY MINERALS LTD., a corporation existing under the laws of the Province of British Columbia, (hereinafter referred to as the “Acquiror”),

LOAN AGREEMENT
Loan Agreement • October 9th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia

CANNON POINT RESOURCES LTD., a company formed pursuant to the laws of British Columbia having an office at Suite 3123, 595 Burrard Street, Vancouver, British Columbia V7X 1J1

GENERAL SECURITY AGREEMENT
General Security Agreement • October 9th, 2015 • Northern Dynasty Minerals LTD • Gold and silver ores • British Columbia
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